ESSA BANK & TRUST
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Supplemental Executive Retirement Plan (the "Plan") is established by
ESSA Bank & Trust (the "Bank") effective January 1, 2005 (the "Effective Date")
for the purpose of providing additional retirement benefits to a select group of
management or highly compensated employees ("Participants"), as selected by the
Board of Directors of the Bank (the "Board"). Accordingly, the Plan is intended
to qualify as a "top hat" plan for purposes of the Employee Retirement Income
Security Act of 1974, as amended.
The Plan consolidates, supersedes and replaces the individual Executive
Salary Continuation Agreements entered into during September, 2004 by and
between the Bank and each of Gary Olson, Robert Howes, Jr., Diane Reimer and
Thomas Grayuski (collectively, the "Predecessor Agreements"), such that as of
the Effective Date, the Participant's entire benefit is determined solely under
the terms of this Plan. All accruals and benefits under the Predecessor
Agreements shall be deemed to have been transferred to this Plan, effective
January 1, 2005. The Plan is intended to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the "Code").
ARTICLE I
DEFINITIONS
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When used herein, the following words shall have the meanings below unless
the context clearly indicates otherwise:
1.1 "Administrator" means the Board.
1.2 "Bank" means ESSA Bank & Trust and any successor thereto.
1.3 "Beneficiary" means the person(s) designated by Participant as the
beneficiary in accordance with the Participation Agreement. If no beneficiary is
so designated, then the Participant's estate will be the Beneficiary.
1.4 "Cause" means any of the following that result in material measurable
adverse effect on the Bank: (i) the conviction of a felony or gross misdemeanor
involving fraud or dishonesty; (ii) an intentional failure to perform stated
duties as provided by the Bank; (iii) a breach of fiduciary duty involving
personal profit. If a dispute arises as to the Participant's termination of
participation under the Plan for Cause, such dispute shall be resolved by
arbitration, as set forth in Section 8.4. A Participant's termination of
participation under this Plan for "Cause" may occur regardless of whether the
Participant's employment with the Bank has been terminated for "Cause."
1.5 "Change in Control" means the following: (i) a change in ownership of
the Company or the Bank under paragraph (a) below, or (ii) a change in effective
control of the Company or the Bank under paragraph (b) below, or (iii) a change
in the ownership of a substantial portion of the assets of the Company or the
Bank under paragraph (c) below:
(a) Change in the ownership of the Company or the Bank. A change in
the ownership of the Company or the Bank shall occur on the date that any one
person, or more than one person acting as a group (as defined in paragraph (b)),
acquires ownership of stock of the corporation that, together with stock held by
such person or group, constitutes more than 50% of the total fair market value
or total voting power of the stock of such corporation. However, if any one
person or more than one person acting as a group, is considered to own more than
50% of the total fair market value or total voting power of the stock of a
corporation, the acquisition of additional stock by the same person or persons
is not considered to cause a change in the ownership of the corporation (or to
cause a change in the effective control of the corporation (within the meaning
of paragraph (b) below)). An increase in the percentage of stock owned by any
one person, or persons acting as a group, as a result of a transaction in which
the corporation acquires its stock in exchange for property will be treated as
an acquisition of stock for purposes of this section. This paragraph (a) applies
only when there is a transfer of stock of a corporation (or issuance of stock of
a corporation) and stock in such corporation remains outstanding after the
transaction.
(b) Change in the effective control of the Company or the Bank. A
change in the effective control of the Company or the Bank shall occur on the
date that either (i) any one person, or more than one person acting as a group
(as determined below), acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the corporation possessing 30% or more of the total voting
power of the stock of such corporation; or (ii) a majority of members of the
corporation's board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of the corporation's board of directors prior to the date of the
appointment or election, provided that for purposes of this paragraph (b)(ii),
the term corporation refers solely to a corporation for which no other
corporation is a majority shareholder. In the absence of an event described in
paragraph (i) or (ii), a change in the effective control of a corporation will
not have occurred. If any one person, or more than one person acting as a group,
is considered to effectively control a corporation (within the meaning of this
paragraph (b)), the acquisition of additional control of the corporation by the
same person or persons is not considered to cause a change in the effective
control of the corporation (or to cause a change in the ownership of the
corporation within the meaning of paragraph (a)). Persons will not be considered
to be acting as a group solely because they purchase or own stock of the same
corporation at the same time, or as a result of the same public offering.
(c) Change in the ownership of a substantial portion of the Company's
or the Bank's assets. A change in the ownership of a substantial portion of the
Company's or the Bank's assets shall occur on the date that any one person, or
more than one person acting as a group (as determined below), acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the corporation that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the corporation immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the corporation, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets. There is no Change in Control event under this paragraph (c) when there
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is a transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer.
1.6 "Company" means ESSA Bancorp, Inc., the stock holding company of the
Bank.
1.7 "Disabled" or "Disability" means that the Participant: (a) is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; or (b) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than 3 months under an accident and health
plan covering employees of the Participant's employer; or (c) is determined to
be disabled by the Social Security Administration.
1.8 "Early Retirement Benefit" means, with respect to each Participant, an
annual cash benefit equal to the Participant's Normal Retirement Benefit reduced
by .05% for each calendar month in between the date on which the Participant
Separates from Service following the Early Retirement Date and the Participant's
Normal Retirement Date.
1.9 "Early Retirement Date" means that date on which the Participant has
attained at least age 60 with 30 Years of Service with the Bank.
1.10 "Liability Reserve Account" means a bookkeeping account established
and maintained by the Bank for the benefit of the Participant under this Plan,
where a portion of the Participant's Normal Retirement Benefit is expensed and
accrued under any appropriate method which the Administrator may select in its
sole discretion.
1.11 "Normal Retirement Date" means the date on which the Participant
attains age 65.
1.12 "Normal Retirement Benefit" means, with respect to each Participant,
an annual cash benefit in the amount as provided in the Participant's
Participation Agreement.
1.13 "Participation Agreement" means a written agreement between the Bank
and the Participant, pursuant to which the Bank agrees to provide the
Participant with the benefits described in the Plan and the Participation
Agreement. Each Participation Agreement shall contain such information, terms
and conditions as the Administrator in its discretion may specify, including
without limitation the following: (i) the effective date of the Participant's
participation in the Plan; (ii) the Normal Retirement Benefit in which the
Participant is entitled to under the Plan and the form in which such benefits
are to be paid in (i.e., installments or lump sum); (iii) the identity of the
Participant's Beneficiary; and (iv) any other provisions which supplement the
terms and conditions contained in the Plan and which are not inconsistent with
the terms and conditions of the Plan.
1.14 "Separation from Service" or "Separates from Service" means the
Participant's retirement or other termination of employment with the Bank within
the meaning of Code Section 409A. No Separation from Service shall be deemed to
occur due to military leave, sick leave or other bona fide leave of absence if
the period of such leave does not exceed 6 months or, if longer, so long as the
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Participant's right to reemployment is provided by law or contract. If the leave
exceeds 6 months and the Participant's right to reemployment is not provided by
law or by contract, then the Participant shall have a Separation from Service on
the first date immediately following such 6-month period. Whether a Separation
from Service has occurred is determined based on whether the facts and
circumstances indicate that the Bank and the Participant reasonably anticipated
that no further services would be performed after a certain date or that the
level of bona fide services the Participant would perform after such date
(whether as an employee or as an independent contractor) would permanently
decrease to less than 50% of the average level of bona fide services performed
over the immediately preceding 36 months (or such lesser period of time in which
the Participant performed services for the Bank).
1.15 "Years of Service" means the number of whole calendar years during
which the Participant has been employed by the Bank.
ARTICLE II
ELIGIBILITY AND VESTING
-----------------------
2.1 Eligibility. The Plan is available to a select group of management
and/or highly compensated employees of the Bank, determined from time to time by
the Board. Each employee, who is eligible to participate in the Plan, shall
enroll in the Plan by entering into a Participation Agreement and completing all
other forms as the Administrator may request. An eligible employee's
participation in the Plan shall commence as of the date specified in the
Participation Agreement.
2.2 Vesting. Each Participant shall become vested in his or her Plan
benefits in accordance with the following vesting schedule:
Years of Service Vested Percentage
--------------- -----------------
1 0%
2 0%
3 0%
4 0%
5 100%
Vesting is automatically accelerated upon death, Disability, Change in
Control or Early or Normal Retirement.
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ARTICLE III
BENEFITS
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3.1 Normal Retirement Benefit. Upon Separation from Service on or after
Normal Retirement Date, the Participant shall be entitled to the Normal
Retirement Benefit. Payment of the Normal Retirement Benefit shall commence on
the first day of the second month following the date on which the Participant
Separates from Service following the Participant's Normal Retirement Date, and
shall be payable in the manner in which the Participant elects in accordance
with Section 3.7 below.
3.2 Early Retirement Benefit. In the event of the Participant's Separation
from Service on or after the Early Retirement Date, but prior to the Normal
Retirement Date, the Participant shall be entitled to the Early Retirement
Benefit. Payment of the Early Retirement Benefit shall commence on the first day
of the second month following the date on which the Participant Separates from
Service following Participant's Early Retirement Date, and shall be payable in
the manner in which the Participant elects in accordance with Section 3.7 below.
3.3 Change in Control. In the event of the Participant's Separation from
Service within two (2) years following a Change in Control, the Participant
shall be entitled to the Normal Retirement Benefit as if the Participant had
been continuously employed by the Bank until the Normal Retirement Date and
Separated from Service on such date. Payment of the Normal Retirement Benefit
shall be made as a cash lump sum on the first day of the second month following
the date on which the Participant Separates from Service with Bank.
3.4 Separation from Service Before Early Retirement Date. If the
Participant Separates from Service before reaching the Early Retirement Date,
the Participant shall be entitled to the vested accrued balance of the
Participant's Liability Reserve Account, determined as of the date of the
Participant's Separation from Service. Such benefit shall be paid in a cash lump
sum no later than the first day of the second month following the Participant's
Separation from Service.
3.5 Disability. If the Participant becomes Disabled before reaching his or
her Early Retirement Date, the Participant shall be entitled to the accrued
balance of the Participant's Liability Reserve Account, determined as of the
date the Participant became Disabled. Such benefit shall be paid to the
Participant in a single cash lump sum no later than the first day of the second
month following the date on which the Participant became Disabled.
3.6 Termination of Participation for Cause. Notwithstanding anything herein
or in the Participation Agreement to the contrary, all benefits payable under
this Plan shall be forfeited in the event the Participant's participation in the
Plan is terminated for Cause.
3.7 Distribution Elections for Payment of Benefits.
(a) Distribution Elections for New Participants. Except as provided in
Section 3.7(b), within 30 days after first becoming eligible to participate in
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the Plan, a new Participant may elect the time and manner of payment of his or
her Normal Retirement Benefit or Early Retirement Benefit by completing a
Participation Agreement. Benefits may be paid in any of the following forms: (i)
lifetime monthly installments; (ii) lifetime annual installments; or (iii) a
single cash lump sum. In the event the Participant fails to make a timely
election in his or her Participation Agreement, the Participant shall be deemed
to have elected a cash lump sum.
(b) Transition Year Elections. Notwithstanding Section 3.7(a), a
Participant who was a party to a Predecessor Agreement shall have the right to
elect in a Participation Agreement that is signed and dated no later than
December 31, 2008, the time and manner of payment of his or her Normal
Retirement Benefit and Early Retirement Benefit. Benefits may be paid in any of
the following forms: (i) lifetime monthly installments; (ii) lifetime annual
installments; or (iii) a single cash lump sum. In the event the Participant
fails to make a timely transition year election, the Participant shall be deemed
to have elected a single cash lump sum.
3.8 Calculation of Present Value and Lump Sums. For all Plan purposes, the
present value of any amount hereunder shall be determined using the discount
rate that is used in FASB 87 calculations. In addition, all lump sums hereunder
shall be calculated as if the payments required under this Plan were otherwise
payable for 16 years following the Participant's Separation from Service.
3.9 Delay in the Commencement Date for Payment of Benefits. Notwithstanding
the foregoing, if the Participant is a "specified employee" (i.e., a "key
employee" of a publicly traded company within the meaning of Code Section 409A
and the final regulations issued thereunder) and the distribution under the Plan
is due to Separation from Service (other than due to Disability or death), then
solely to the extent necessary to avoid penalties under Code Section 409A, no
distribution shall be made during the first six (6) months following the
Participant's Separation from Service. Rather, any distribution which would
otherwise be paid to the Participant during such period shall be accumulated and
paid to the Participant in a lump sum on the first day of the seventh month
following such Separation from Service. All subsequent distributions shall be
paid in the manner specified in the Plan and the Participant's Participation
Agreement.
ARTICLE IV
DEATH BENEFITS
--------------
4.1 Death Before Normal Retirement Date. If the Participant dies while
employed with the Bank but prior to reaching Normal Retirement Date, the
Participant's Beneficiary shall be entitled to the vested accrued balance of the
Participant's Liability Reserve Account, determined as of the Participant's date
of death. Such benefit shall be paid to the Participant's Beneficiary in a
single cash lump sum distribution by no later than the first day of the second
month following the date of the Participant's death.
4.2 Death After Benefit Payments Begin. Notwithstanding the foregoing, in
the event that payment of the Participant's Normal Retirement Benefit or Early
Retirement Benefit has commenced, and the Participant dies prior to receiving at
least 192 monthly installments or 16 annual installments (as applicable), the
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Bank shall pay the present value of the remainder of such installment payments
to the Participant's Beneficiary in a single cash lump sum distribution no later
than the first day of the second month following the Participant's date of
death.
ARTICLE V
PARTICIPANT'S RIGHT TO ASSETS
-----------------------------
The rights of the Participant, the Participant's Beneficiary, or any other
person claiming through Participant under this Plan shall be solely those of an
unsecured general creditor of the Bank. The Participant, the Beneficiary of the
Participant, or any other person claiming through Participant, shall only have
the right to receive from the Bank those payments as specified under this Plan.
The Participant, the Participant's Beneficiary, or any other person claiming
through the Participant shall have no rights or interests whatsoever in any
asset of the Bank, including any insurance policies or contracts which the Bank
may possess or obtain to informally fund this Plan. Any asset used or acquired
by the Bank in connection with the liabilities it has assumed under this Plan,
except as expressly provided, shall not be deemed to be held under any trust for
the benefit of Participant or the Participant's Beneficiary, nor shall it be
considered security for the performance of the obligations of the Bank. It shall
be, and remain, a general, unpledged, and unrestricted asset of the Bank.
ARTICLE VI
RESTRICTIONS UPON FUNDING
-------------------------
The Bank shall have no obligation to set aside, earmark or entrust any fund
or money with which to pay its obligations under this Plan. Participant,
Beneficiaries of the Participant, or any successor in interest to the
Participant shall be and remain simply a general creditor of the Bank in the
same manner as any other creditor having a general claim for matured and unpaid
compensation. The Bank reserves the absolute right, at its sole discretion, to
either fund the obligations undertaken by this Plan or to refrain from funding
the same and to determine the extent, nature, and method of such informal
funding. Should the Bank elect to fund this Plan, in whole or in part, through
the purchase of life insurance, disability policies or annuities, the Bank
reserves the absolute right, in its sole discretion, to terminate such funding
at any time, in whole or in part. At no time shall Participant be deemed to have
any lien nor right, title or interest in or to any specific funding investment
or to any assets of the Bank. If the Bank elects to invest in a life insurance,
disability or annuity policy upon the life of Participant, then Participant
shall assist the Bank by freely submitting to a physical examination and
supplying such additional information necessary to obtain such insurance or
annuities.
ARTICLE VII
ALIENABILITY AND ASSIGNMENT PROHIBITION
---------------------------------------
Neither the Participant nor any Beneficiary under this Plan shall have any
power or right to transfer, assign, anticipate, hypothecate, mortgage, commute,
modify or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any of said benefits be subject to seizure for the payment of any
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debts, judgments, alimony or separate maintenance owed by Participant or the
Participant's Beneficiary, nor be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise. In the event Participant or any
Beneficiary attempts assignment, communication, hypothecation, transfer or
disposal of the benefits hereunder, the Bank's liabilities shall forthwith cease
and terminate.
ARTICLE VIII
ADMINISTRATION
--------------
8.1 Named Fiduciary and Plan Administrator. The Board shall be named
fiduciary and plan administrator of this Plan. Accordingly, the Board shall be
responsible for the management, control and administration of the Plan. The
Board may delegate to others certain aspects of the management and operational
responsibilities of the Plan, including the employment of advisors and the
delegation of ministerial duties to qualified individuals.
8.2 Claims Procedure. In the event that benefits under this Plan are not
paid to Participant (or to his Beneficiary in the case of Participant's death)
and such claimants feel they are entitled to receive such benefits, then a
written claim must be made to the Administrator within 60 days from the date
payments are refused. The Administrator shall review the written claim and, if
the claim is denied, in whole or in part, they shall provide in writing within
60 days of receipt of such claim their specific reasons for such denial,
reference to the provisions of this Plan upon which the denial is based and any
additional material or information necessary to perfect the claim. Such written
notice shall further indicate the additional steps to be taken by claimants if a
further review of the claim denial is desired.
8.3 Appeal. If claimants desire an appeal of the denied claim, they shall
notify the Administrator in writing within 60 days of the claim denial.
Claimants may review the Plan or any documents relating thereto and submit any
issues, in writing, and comments they may feel appropriate. In its sole
discretion, the Administrator shall then review the appeal and provide a written
decision within 60 days after receipt of such appeal. This decision shall
likewise state the specific reasons for the decision and if the appeal is
denied, shall include reference to specific provisions of the Plan upon which
the denial is based.
8.4 Arbitration. If claimants continue to dispute the benefit denial, then
claimants may submit the dispute to final, binding arbitration. Arbitration is
also available if there is a dispute regarding whether the Participant's
participation in this Plan has been terminated for Cause. The arbitrator shall
be selected by mutual agreement of the Administrator and the claimant. The
arbitrator shall operate under any generally recognized set of arbitration
rules. The parties hereto agree that they and their heirs, personal
representatives, successors and assigns shall be bound by the decision of such
arbitrator with respect to any controversy properly submitted to it for
determination. If it is finally determined that the Participant (or Beneficiary)
is entitled to the benefits set forth under this Plan, then all amounts that the
Participant (or Beneficiary) would have received up to the time of such final
determination shall be paid to the Participant (or Beneficiary) with reasonable
interest within 30 days after such final determination.
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ARTICLE IX
AMENDMENT OR TERMINATION
------------------------
9.1 Amendment. The Board reserves the right to amend this Plan at any time.
However, to the extent any such amendment would adversely impact the accrued
benefits of any Participant, the amendment shall require the written consent of
such Participant, even if the Participant is no longer employed by the Bank.
9.2 Termination. Subject to the requirements of Code Section 409A, in the
event of complete termination of the Plan, the Plan shall cease to operate and
the Bank shall pay out to the Participant his or her benefit as if the
Participant had Separated from Service as of the effective date of the complete
termination. Such complete termination of the Plan shall occur only under the
following circumstances and conditions:
(a) The Bank may terminate the Plan within 12 months of a corporate
dissolution taxed under Code Section 331, or with approval of a bankruptcy court
pursuant to 11 U.S.C. ss.503(b)(1)(A), provided that the amounts deferred under
the Plan are included in the Participant's gross income in the latest of (i) the
calendar year in which the Plan terminates; (ii) the calendar year in which the
amount is no longer subject to a substantial risk of forfeiture; or (iii) the
first calendar year in which the payment is administratively practicable.
(b) The Bank may terminate the Plan by irrevocable Board action taken
within the 30 days preceding a Change in Control (but not following a Change in
Control), provided that the Plan shall only be treated as terminated if all
substantially similar arrangements sponsored by the Bank are terminated so that
the Participant and all participants under substantially similar arrangements
are required to receive all amounts of compensation deferred under the
terminated arrangements within twelve (12) months of the date of the termination
of the arrangements.
(c) The Bank may terminate the Plan provided that (i) the termination
and liquidation does not occur proximate to a downturn in the financial health
of the Bank, (ii) all arrangements sponsored by the Bank that would be
aggregated with this Plan under Treasury Regulations Section 1.409A-1(c) if the
Participant covered by this Plan was also covered by any of those other
arrangements are also terminated; (iii) no payments other than payments that
would be payable under the terms of the arrangement if the termination had not
occurred are made within twelve (12) months of the termination of the
arrangement; (iv) all payments are made within twenty-four (24) months of the
termination of the arrangements; and (v) the Bank does not adopt a new
arrangement that would be aggregated with any terminated arrangement under
Treasury Regulations Section 1.409A-1(c) if the Participant participated in both
arrangements, at any time within three (3) years following the date of
termination of the arrangement.
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ARTICLE X
MISCELLANEOUS
-------------
10.1 No Effect on Employment Rights. Nothing contained herein shall confer
upon any Participant the right to be retained in the service of the Bank nor
limit the right of the Bank to discharge or otherwise deal with Participant
without regard to the existence of this Plan.
10.2 Governing Law. The Plan is established under, and will be construed
according to, the laws of the Commonwealth of Pennsylvania, to the extent that
such laws are not preempted by ERISA.
10.3 Severability. In the event that any provision of this Plan is held to
be inoperative or invalid by any court of competent jurisdiction, then: (1)
insofar as is reasonable, effect will be given to the intent manifested in such
provision, and (2) the validity and enforceability of the remaining provisions
will not be affected thereby.
10.4 Establishment of Rabbi Trust. The Bank may, but is not obligated to,
establish a rabbi trust into which the Bank may contribute assets which shall be
held therein, subject to the claims of the Bank's creditors in the event of the
Bank's insolvency, until the contributed assets are paid to Participants and
their Beneficiaries in such manner and at such times as specified in this Plan.
10.5 Tax Withholding and Payment of Code Section 409A Taxes. The Bank may
withhold from any benefit payable under this Plan all federal, state, city,
income, employment or other taxes as shall be required pursuant to any law or
governmental regulation then in effect. Moreover, the Plan shall permit the
acceleration of the time or schedule of a payment to pay employment related
taxes as permitted under Treasury Regulation Section 1.409A-3(j) or to pay any
taxes that may become due at any time that the arrangement fails to meet the
requirements of Code Section 409A and the regulations and other guidance
promulgated thereunder. In the latter case, such payments shall not exceed the
amount required to be included in income as the result of the failure to comply
with the requirements of Code Section 409A.
10.6 Acceleration of Payments. Except as specifically permitted herein or
in other sections of this Plan, no acceleration of the time or schedule of any
payment may be made hereunder. Notwithstanding the foregoing, payments may be
accelerated hereunder by the Bank, in accordance with the provisions of Treasury
Regulation Section 1.409A-3(j)(4) and any subsequent guidance issued by the
United States Treasury Department. Accordingly, payments may be accelerated, in
accordance with requirements and conditions of the Treasury Regulations (or
subsequent guidance) in the following circumstances: (i) as a result of certain
domestic relations orders; (ii) in compliance with ethics agreements with the
Federal government; (iii) in compliance with ethics laws or conflicts of
interest laws; (iv) in limited cash-outs (but not in excess of the limit under
Code Section 402(g)(1)(B)); (v) in the case of certain distributions to avoid a
non-allocation year under Code Section 409(p); (vi) to apply certain offsets in
satisfaction of a debt of the Participant to the Bank; (vii) in satisfaction of
certain bona fide disputes between the Participant and the Bank; or (viii) for
any other purpose set forth in the Treasury Regulations and subsequent guidance.
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10.7 Required Provision. Any payments made to the Participant pursuant to
this Plan, or otherwise, are subject to and conditioned upon their compliance
with 12 U.S.C. ss. 1828(k) and any regulations promulgated thereunder.
10.8 Entire Agreement. This Plan sets forth the entire understanding of the
parties hereto with respect to the transactions contemplated hereby, and any
previous agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Plan.
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IN WITNESS WHEREOF, the Bank has caused this Plan to be executed on the
date set forth below.
ESSA BANK & TRUST
9-30-2008 By: /s/ Gary S. Olson
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Date